EXHIBIT 99.2
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AMENDMENT TO
AGREEMENT
This Amendment, dated as of June 23, 2004 (this "Amendment") to the
Agreement between IMC Global Inc., a Delaware corporation ("Parent"), and
Keystone, Inc., a Texas corporation, Alpine Capital, L.P., a Texas limited
partnership, and The Xxxx X. and Xxxxxx X. Xxxx Foundation, a Texas non-profit
corporation (each a "Selling Unitholder" and collectively, "Selling
Unitholders") dated as of December 19, 2003 (the "Proxy Agreement"). All
capitalized terms not defined herein shall have the meaning as defined in the
Proxy Agreement.
WHEREAS, Selling Unitholders, as the beneficial owners of an aggregate
of 30,732,100 units representing limited partner interests (each, a "Partnership
Unit" and collectively, the "Partnership Units") of Phosphate Resource Partners
Limited Partnership, a Delaware limited partnership (the "Partnership"), agreed
pursuant to the Proxy Agreement to grant a proxy to Parent to vote the
Partnership Units for approval of a Transaction Agreement and Transaction (as
such terms are defined in the Proxy Agreement) and rights to purchase the
Partnership Units in an effort to consummate a Transaction; and
WHEREAS, the Parties have determined to extend the Non-Completion Date
and to make the other changes to the Proxy Agreement as provided in this
Amendment;
NOW, THEREFORE, in consideration of the foregoing premises and the
representations, warranties, covenants and agreements set forth herein, the
parties hereto agree as follows:
I. AMENDMENTS.
1. NON-COMPLETION FEE. The text of Section 2 "Non-Completion Fee"
in the Proxy Agreement shall hereby be deleted in its entirety and
replaced with the following language:
"Subject to Section 10(b) hereof, upon the earliest
to occur of (i) March 25, 2004, if the Transaction Agreement
has not been executed and delivered on or before such date,
(ii) September 15, 2004, if a definitive proxy statement /
prospectus, tender offer or other applicable disclosure
document relating to the Transaction (the "Transaction
Disclosure Document") has not been mailed to the unitholders
of the Partnership, (iii) termination of the Transaction
Agreement or (iv) October 29, 2004, (such earliest date, the
"Non-Completion Fee Date"), Parent shall promptly (but in no
event later than five (5) business days thereafter), elect, in
its sole discretion, either (a) to pay to the Selling
Unitholders an aggregate sum of $1,000,000 in cash, if
permissible under applicable law and Parent's credit
agreements, or (b) to purchase from the Selling Unitholders
such number of Partnership Units having an aggregate market
value on the Non-Completion Fee Date of $100.00, in exchange
for the issuance by Parent to the Selling Unitholders of the
greater of (x) 105,450 Parent Shares or (y) such number
of Parent Shares equal to $1,200,100, determined by dividing
$1,200,100 by the Volume Weighted Average Price per Parent
Share for the five trading days ending on and including the
trading day prior to the Non-Completion Fee Date, which Parent
Shares shall be allocated among the Selling Unitholders pro
rata (and rounded to the nearest whole number of Parent
Shares) based on each Selling Unitholder's Owned Units, and in
connection with any such issuance such Selling Unitholders
agree to execute customary private placement representation
letters at such time (the cash payment and the issuance of
Parent Shares referred to in clauses (a) and (b) are herein
referred to as the "Non-Completion Fee")."
2. STANDSTILL. The text of Section 4 "Standstill" of the Proxy
Agreement shall hereby be deleted in its entirety and replaced with the
following language:
"Each Selling Unitholder agrees not to, and shall
cause any person or entity affiliated with such Selling
Unitholder not to, directly or indirectly, without the express
written consent of Parent (which may be withheld in its sole
discretion), purchase, sell or otherwise trade, or make offers
with respect to, any debt or equity securities of Parent,
Partnership or any of their affiliates (collectively, "Parent
Securities") (including purchases, sales, offers or other
trading in derivative instruments related to such Parent
Securities) until the earlier of (a) the termination of this
Agreement pursuant to Section 10, or (b) October 29, 2004. In
addition, each Selling Unitholder acknowledges that it is
aware and will advise its representatives that the United
States securities laws prohibit any person or entity that has
material, non-public information concerning Parent,
Partnership or any affiliate thereof from purchasing or
selling securities of such entities (and options, warrants and
rights relating thereto) and from communicating such
information to any other person or entity under circumstances
in which it is reasonably foreseeable that such person or
entity (including, without limitation, any of such Selling
Unitholder's representatives) is likely to purchase or sell."
3. Except as set forth in this Amendment, the terms of the Proxy
Agreement remain unchanged and in full force and effect.
II. GENERAL PROVISIONS
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1. ENTIRE AGREEMENT. This Amendment, the Proxy Agreement and the
Registration Rights Agreement constitute the entire agreement,
supersedes all prior agreements and understandings, both written and
oral, among the parties with respect to the subject matter hereof
(provided, however, that the letter agreement among Parent, Partnership
and Keystone, Inc. dated November 19, 2003 and the letter agreement
among Parent, Partnership and Alpine Capital, L.P. dated December 19,
2003 shall remain in full force and effect). The terms of this
Amendment shall be deemed a part of the Proxy Agreement as if set forth
therein.
2. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York,
regardless of the laws that might otherwise govern under applicable
principles of conflicts or laws thereof.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, Parent and each of the Selling Unitholders have
caused this Amendment to be duly executed and delivered as of the date first
written above.
IMC GLOBAL INC.
By: /s/ J. Xxxx Xxxxxx
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Name: J. Xxxx Xxxxxx
Title: Executive Vice President,
Chief Financial Officer
KEYSTONE, INC.
By: /s/ Xxxxxxxx X. Xxxxx III
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Name: Xxxxxxxx X. Xxxxx III
Title: Chief Financial Officer
ALPINE CAPITAL, L.P.
By: Algenpar, Inc., General Partner
By: /s/ X. Xxxxxx Xxxxxxxx
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Name: X. Xxxxxx Xxxxxxxx
Title: President
THE XXXX X. AND XXXXXX X. XXXX FOUNDATION
By: /s/ X. Xxxxxx Xxxxxxxx
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Name: X. Xxxxxx Xxxxxxxx
Title: Treasurer
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